Qiniu Limited — Proxy Solicitation & Information Statement 2010

Jul 6, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Siberian Mining Group Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SIBERIAN MINING GROUP COMPANY LIMITED 西伯利亞礦業集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT; PROPOSED CAPITAL REORGANISATION; AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Siberian Mining Group Company Limited to be held at Meeting Room 4, 7/F, Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on 5 August 2010 at 3:00 p.m. is set out on pages 20 to 24 of this circular.

Whether or not you are able to attend the annual general meeting in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned thereof. Completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting in person if you so wish.

7 July 2010

* For identification purpose only

CONTENTS

		Page
DEFINITIONS..............................................................................................................................		1
EXPECTED TIMETABLE .........................................................................................................		4
LETTER	FROM THE BOARD
Introduction ..........................................................................................................................		5
1.	General Mandate to Issue Shares ..............................................................................	6
2.	General Mandate to Repurchase Shares ...................................................................	7
3.	Re-election of Directors ............................................................................................	7
4.	Proposed Refreshment of Scheme Mandate Limit...................................................	7
5.	Proposed Capital Reorganisation ..............................................................................	9
6.	Annual General Meeting ...........................................................................................	12
7.	Listing Rules Requirement ........................................................................................	12
8.	Responsibility Statement ...........................................................................................	13
9.	Recommendation........................................................................................................	13
APPENDIX I — EXPLANATORY STATEMENT..........................................................		14
APPENDIX II — DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED.......................................................................	17
NOTICE	OF ANNUAL GENERAL MEETING......................................................................	20

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM” the annual general meeting of the Company to be held at Meeting Room 4, 7/F, Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on 5 August 2010 at 3:00 p.m., notice of which is set out to this circular

• “Articles of Association” articles of association of the Company “Board” the board of Directors “Capital Reduction” proposed capital reduction pursuant to which the par value of each Existing Share will be reduced from HK$0.20 to HK$0.01

• “Capital Reorganisation” the proposed reorganisation of the capital of the Company by way of (i) the Capital Reduction and (ii) the Sub-division of unissued Shares

• “Companies Law” Cayman Islands Companies Law (2009 Revision) “Company” Siberian Mining Group Company Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

• “Convertible Notes” The First Convertible Notes and the Second Convertible Notes collectively

• “Court” the Grand Court of the Cayman Islands “Directors” the director(s) of the Company “Existing Share(s)” existing ordinary share(s) of HK$0.20 each in the capital of the Company prior to the Capital Reduction becoming effective

• “Eligible Participant(s)” any full-time or part-time employees of the Company or its subsidiaries (including any executive, non-executive and independent nonexecutive directors of the Company or its subsidiaries) and any consultants of the Group

• “First Convertible Notes” the convertible note in the principal amount of US$253 million issued by the Company to Cordia Global Limited on 25 May 2009 for settlement of the consideration as detailed in the Company’s circular dated 31 December 2008 and as amended in the Company’s circular dated 4 January 2010

– 1 –

DEFINITIONS

“General Mandate”	the general mandate proposed to be granted to the Directors at the
	AGM to issue further new Shares not exceeding 20% of the issued
	share capital of the Company as at the date of passing the relevant
	resolution granting such mandate
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s Republic
	of China
“Latest Practicable Date”	30 June 2010, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“New Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company upon
	the Capital Reduction becoming effective
“Options”	the options granted under the Share Option Scheme to subscribe for
	Shares in accordance with the Share Option Scheme
“Original Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the Company prior
	to Share Consolidation
“Refreshment of the	the proposed refreshment of the Scheme Mandate Limit under the
Scheme Mandate Limit”	Share Option Scheme
“Registrar”	Hong Kong branch share registrar of the Company, Tricor Tengis
	Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East,
	Wanchai, Hong Kong
“Repurchase Mandate”	the repurchase mandate proposed to be granted to the Directors at the
	AGM to exercise the powers of the Company to repurchase up to a
	maximum of 10% of the issued share capital of the Company as at the
	date of passing the relevant resolution granting such mandate
“Second Convertible Notes”	the convertible note in the principal amount of US$32 million to be
	issued by the Company to Cordia Global Limited as detailed in the
	Company’s circular dated 19 January 2010
“Scheme Mandate Limit”	the maximum number of Shares which may be allotted and issued
	upon the exercise of all Options which initially shall not in aggregate
	exceed 10% of the Shares in issue as at the date of adoption of the
	Share Option Scheme and thereafter, if refreshed shall not exceed 10%
	of the Shares in issue as at the date of approval of the refreshed limit
	by the Shareholders

– 2 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of Laws of Hong
	Kong)
“Share Consolidation”	the consolidation of every 20 Original Shares into one Existing Share
	effective from 4:30p.m. on 9 April 2010
“Share Option Scheme”	the share option scheme adopted by the Company pursuant to a
	resolution of the Company passed on 19 October 2002
“Shares”	the Existing Share(s) or, as the case may be, the Original Share(s) or
	the New Share(s)
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Sub-division of	the sub-division of each unissued Share in the authorised but unissued
unissued Shares”	share capital of the Company into 20 shares of a nominal value of
	HK$0.01 each
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“US$”	United States dollars, the lawful currency of the United States of
	America
“%”	per cent.

Unless otherwise stated, the conversion of US$ into HK$ is based on the exchange rate of US$1.00 = HK$7.8. Such conversion should not be construed as a representation that the amount in question has been, could have been or could be converted at any particular rate or at all.

– 3 –

EXPECTED TIMETABLE

Set out below is the expected timetable for the Capital Reorganisation:

Latest time for lodging forms of proxy for the AGM

(not less than 48 hours) ............................................................................... 3:00 p.m. 3 August 2010 Date and time of the AGM .............................................................................. 3:00 p.m. 5 August 2010 Announcement of results of AGM................................................................................... 5 August 2010

Expected date on which the Capital Reorganisation is confirmed

by the Courts ............................................................................................................... 8 October 2010

Expected date of registration of a copy of the court order confirming the Capital Reorganisation and the minute approved by the Court pursuant to the Companies Law......................................................... 14 October 2010

Expected effective date of the Capital Reorganisation............................................... 18 October 2010 Commencement of dealings in New Shares

on the Stock Exchange ............................................................................................. 18 October 2010

Free exchange of existing certificates for Existing Shares

for new certificates for New Shares commences .................................................... 18 October 2010

Last day of free exchange of existing certificates for Existing Shares for new certificates for New Shares..................................................................... 18 November 2010

Notes:

(1) All times in this timetable refer to Hong Kong time.

• (2) Dates or deadlines specified in this circular for events in the timetable for (or otherwise in relation to) the Capital Reorganisation are indicative only and may be excluded or varied due to the timetable and availability of the Court, additional time required for compliance with the regulatory requirements in the Cayman Islands and/or with any requirements imposed by the Court or varied by the Company. Any change to the expected timetable for the Capital Reorganisation will be published as and when appropriate.

– 4 –

LETTER FROM THE BOARD

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SIBERIAN MINING GROUP COMPANY LIMITED 西伯利亞礦業集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

Executive Directors: LIM Ho Sok (Chairman) LI Wing Sang (Chief Executive Officer) CHIU Chi Hong SHIN Min Chul

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors:

LIEW Swee Yean TAM Tak Wah YOSHINORI Suzuki

Head Office and Principal Place of Business: 16th Floor No. 8 Queen’s Road Central Central Hong Kong 7 July 2010

To the Shareholders, and for information only,

the holders of the Convertible Notes

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT; PROPOSED CAPITAL REORGANISATION; AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM. These include the resolutions for: (i) granting the Directors general mandates to issue new Shares; (ii) granting the Directors general mandates to repurchase Shares; (iii) extension of general mandate to issue Shares; (iv) the re-election of Directors; (v) the refreshment of the Scheme Mandate Limit; (vi) the Capital Reduction; and (vii) the Sub-division of unissued Shares.

* For identification purpose only

– 5 –

LETTER FROM THE BOARD

1. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 19 August 2009, ordinary resolutions were passed granting general mandate to the Directors to allot, issue and deal with up to 2,056,900,240 new Original Shares, being 20% of the issued share capital of the company as at 19 August 2009. As set out in the announcement of the Company dated 1 February 2010 and 22 February 2010, a total of 2,000,000,000 new Original Shares have been allotted and issued pursuant to the general mandate granted at the annual general meeting of the Company held on 19 August 2009. The general mandate has been utilized approximately 97.23%.

At the extraordinary general meeting held on 9 April 2010, the Shareholders approved, among other things, the grant of a refreshed general mandate to the Directors to allot, issue and deal with 224,636,612 new Existing Shares, representing 20% of the issued share capital of the Company as at the date of extraordinary general meeting held on 9 April 2010. As at the latest practicable date, no shares were allot, issue in accordance with the refreshed general mandate. The unutilized refreshed general mandate will lapse at the conclusion of the AGM.

Two ordinary resolutions, as set out in the notice of the AGM, will therefore be proposed for the following purposes:—

Ordinary Resolution no. 4 — to grant to the Directors a general mandate to allot, issue and deal with new Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution; and

Ordinary Resolution no. 6 — to increase the aggregate nominal amount of share capital of the Company which the Directors may issue under the general mandate if given in the Ordinary Resolution no. 4 by the aggregate nominal amount of share capital of the Company repurchased under the general mandate if given in the Ordinary Resolution no. 5.

These General Mandate and the Repurchase Mandate will expire on the earliest of (a) the date of the next annual general meeting; (b) the date by which the next annual general meeting of the Company is required to be held by law or by the Articles of Association; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

The Company had 1,338,663,060 Shares in issue as at the Latest Practicable Date. Subject to the passing of the aforesaid Ordinary Resolution no. 4 and in accordance with the terms therein, the Company would be allowed to allot, issue and deal with additional Shares up to the aggregate nominal amount of a maximum of 267,732,612 Shares on the basis that no further Shares will be issued or repurchased prior to the AGM.

– 6 –

LETTER FROM THE BOARD

2. GENERAL MANDATE TO REPURCHASE SHARES

The Ordinary Resolution no. 5 as set out in the notice of the AGM will be proposed to grant to the Directors a general mandate to exercise the powers of the Company to repurchase the Company’s fully paid up Shares representing up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution.

The Listing Rules contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange.

In accordance with the Listing Rules, Appendix I to this circular serves as the explanatory statement, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution for granting of the Repurchase Mandate.

3. RE-ELECTION OF DIRECTORS

At the AGM, ordinary resolutions will also be proposed to approve, the re-election of retiring Directors.

Pursuant to Article 86(3) of the Articles of Association, Mr. Shin Min Chul will hold office only until the AGM and is then eligible for re-election. Pursuant to Article 87 of the Articles of Association, Mr. Liew Swee Yean and Mr. Tam Tak Wah shall retire by rotation in the AGM and, being eligible, offer themselves for re-election.

Particulars of the aforesaid Directors are set out in Appendix II to this circular.

4. PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT

The Share Option Scheme was adopted by the Company pursuant to the resolution of the Company on 19 October 2002. The Scheme Mandate Limit was set at 10% of the Shares in issue as at the date of adoption of the Share Option Scheme in compliance with the Listing Rules. Subject to prior Shareholders’ approval, the Company may, at any time thereafter, refresh the Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval.

The Scheme Mandate Limit was refreshed on the annual general meeting held on 31 August 2007, 15 August 2008 and 20 July 2009 for a 10% of the then total issued share capital of the Company. Pursuant to which the Company was authorized to grant Options to subscribe for up to a maximum number of 195,699,720 Shares, 283,750,120 Shares and 1,028,450,120 Shares respectively.

– 7 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the aggregate number of Options granted by the Company under the Share Option Scheme since its adoption was 441,620,000 of which 273,972,000 were exercised, 50,288,000 were cancelled or lapsed and 117,360,000 Options remained outstanding as at the Latest Practicable Date. As a result of Share Consolidation, the outstanding Options were adjusted to 5,868,000, representing approximately 0.44% of the existing issued share capital of the Company.

As at the Latest Practicable Date, the total number of Shares in issue is 1,338,663,060 Shares. Pursuant to the terms of the Share Option Scheme and in compliance with the Listing Rules, the maximum number of Shares, which may be issued upon the exercise of all the Options to be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed should be 133,866,306 Shares (assuming no further Shares will be issued or repurchased from the Latest Practicable Date up to the date of the AGM).

It is proposed that subject to the Listing Committee granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the refreshed Scheme Mandate Limit and the passing of the relevant resolution at the AGM by the Shareholders, the Scheme Mandate Limit be refreshed so that the total number of securities, which may be issued upon exercise of all Options to be granted under the Share Option Scheme under the refreshed Scheme Mandate Limit as refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the proposed Refreshment of Scheme Mandate Limit by the Shareholders at the AGM. Options previously granted under the Share Option Scheme (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

Pursuant to the Listing Rules, the Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme at any time should not exceed 30% of the Shares in issue from time to time. No options shall be granted under any scheme(s) of the Company or any of its subsidiaries if this will result in the 30% limit being exceeded.

Conditions of the Refreshment of the Scheme Mandate Limit

The proposed Refreshment of the Scheme Mandate Limit is conditional upon:

1. the passing of the necessary ordinary resolution by the Shareholders at the AGM to approve the proposed Refreshment of the Scheme Mandate Limit; and

2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options to be granted under the refreshed Scheme Mandate Limit.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options to be granted under the refreshed Scheme Mandate Limit.

– 8 –

LETTER FROM THE BOARD

Reasons for the Refreshment of the Scheme Mandate Limit

The proposed Refreshment of the Scheme Mandate Limit will enable the Company to grant further Options to Eligible Participants so as to provide opportunities and incentives to them to work towards enhancing the values of the Company and the Shares for the benefit of the Company and Shareholders as a whole.

5. PROPOSED CAPITAL REORGANISATION

In the announcement of the Company dated 2 July 2010, the Board announced that the Company proposes to implement the Capital Reorganisation, pursuant to which (i) the issued share capital of the Company will be reduced by HK$0.19 per Existing Share by cancelling an equivalent amount of paid-up capital per Existing Share so that the par value of each New Share in issue will be HK$0.01 and the relevant amount of issued capital hereby cancelled be made available for issue of New Shares; and (ii) each of the unissued Shares in the existing authorised but unissued share capital of the Company shall be sub-divided into 20 New Shares of a nominal value of HK$0.01 each.

Effects of the Capital Reorganisation

As at the Latest Practicable Date, the authorised share capital of the Company amounted to HK$1,000,000,000 divided into 5,000,000,000 Existing Shares, of which 1,338,663,060 Existing Shares had been allotted and issued as fully paid.

Since the amount of issued capital hereby cancelled will be made available for issuance of New Shares, the authorised share capital of the Company remains in value of HK$1,000,000,000. Immediately upon the Capital Reorganisation taking effect, and assuming that the Company does not allot or issue or repurchase any further Existing Shares prior thereto, the authorised share capital of the Company shall be HK$1,000,000,000 comprising 100,000,000,000 New Shares. The Company’s issued share capital shall be HK$13,386,630.6 comprising 1,338,663,060 New Shares, each with a par value of HK$0.01. A credit of approximately HK$254,345,981 will arise in the books of the Company as a result of the Capital Reduction.

As at the Latest Practicable Date, there are the First Convertible Notes in the outstanding principal amount of US$33 million. Assuming there is an immediate exercise in full of the conversion rights attaching to the First Convertible Notes at the conversion price of HK$0.8 per Existing Share by all holders of the First Convertible Notes, an additional of 321,750,000 new Existing Shares would be issued by the Company pursuant to the terms and conditions of the First Convertible Notes (assuming no adjustment has been made) and an additional credit of HK$61,132,500 would arise in the books of the Company as a result of the Capital Reduction. The Capital Reduction will not have any effect on the conversion price or the number of New Shares which fall to be issued upon exercise of the conversion rights attached to the First Convertible Notes.

– 9 –

LETTER FROM THE BOARD

In additional to the First Convertible Notes, the Second Convertible Notes in the principal amount of US$32 million are to be issued upon the fulfillment of certain conditions as described in the circular of the Company dated 19 January 2010. Assuming the Second Convertible Notes will not be issued before the Capital Reorganisation, the Capital Reduction will not have any effect on the Second Convertible Notes. But if the Second Convertible Notes were issued before the Capital Reduction and there were an immediate exercise in full of the conversion rights attaching to the Second Convertible Notes by all holders of the Second Convertible Notes, based on the adjusted conversion price of HK$0.8 per Existing Share after the consolidation of the shares of the Company approved by the Shareholders on 9 April 2010, an additional 312,000,000 new Existing Shares would be issued by the Company pursuant to the terms and conditions of the Second Convertible Notes and an additional credit of HK$59,280,000 would arise in the books of the Company as a result of the Capital Reduction.

As at the Latest Practicable Date, the Company has 5,868,000 outstanding Options granted under the Share Option Scheme. Assuming there is an immediate exercise in full of subscription rights attaching to the Options by the holders thereof, an additional 5,868,000 new Existing Shares would be issued by the Company and an additional credit of HK$1,114,920 would arise in the books of the Company as a result of the Capital Reduction. The Capital Reduction will not have any effect on the exercise price or the number of New Shares which fall to be issued upon exercise of the Options.

An independent financial adviser or the auditor of the Company will be engaged by the Company in accordance with the terms of the Share Option Scheme and the Convertible Notes to certify in writing as to the adjustments (if any) required to be made in respect of the outstanding Options, outstanding First Convertible Notes and the unissued Second Convertible Notes as a result of the Capital Reduction. The Company will make a further announcement about the adjustments in due course. Save as aforesaid, the Company has no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares as at the Latest Practicable Date.

Subject to the approval of and to the extent permitted by the Court, all the total credit of HK$254,345,981 arising from the Capital Reduction will be utilised to offset the accumulated losses of the Company. The accumulated losses of the Company as at 31 March 2010 was about HK$563,532,000.

The Shares are currently traded in board lots of 10,000 Shares. Upon the Capital Reorganisation becoming effective, the board lots of the New Shares will remain unchanged and will be traded in the board lots of 10,000 New Shares.

Save for the expenses to be incurred in relation to the Capital Reorganisation, the Capital Reorganisation will not, by itself, have any effect on the underlying assets, business operations, management of financial positions of the Company and of the Group, non the proportionate interest of the Shareholders in the Company.

– 10 –

LETTER FROM THE BOARD

Reasons for the Capital Reorganisation

The main purpose for implementing the Capital Reorganisation is to lower the nominal value of the Existing Shares. Under the Companies Law, a company may not issue shares at a discount to the par value of such shares unless, among other things, the issue of shares is authorised by a resolution of the shareholders of a company and is sanctioned by the Court. The Capital Reorganisation allows the Company to better respond to the market situations in conducting capital raising exercises, including but not limited to the issue of New Shares, by providing greater flexibility to the Company in pricing future capital raising exercises and to issue Shares at discount timely without going through various statutory requirements.

The credit arising from the Capital Reduction will enable the Company to partially offset the accumulated losses of the Company. As a result of such offset of accumulated losses, the Company’s capital and reserves will more closely reflect the available net assets of the Company and would give the Company a capital structure that should, subject to performance, permit the payment of dividends as and when the Directors consider it appropriate in the future.

Status of the New Shares

The New Shares will rank pari passu in all respects with each other and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders.

Conditions of the Capital Reorganisation

The implementation of the Capital Reorganisation and the listing of the New Shares are conditional upon:

• (1) the passing of the relevant resolution(s) by the Shareholders at the AGM to approve the Capital Reorganisation;

• (2) an order being made by the Court confirming the Capital Reorganisation;

• (3) the registration by the Registrar of Companies in the Cayman Islands of a copy of the Court order and the minute approving by the Court pursuant to the Companies Law;

• (4) compliance with any conditions which the Court may impose; and

• (5) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the New Shares.

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the New Shares. Save as the Stock Exchange, the Existing Shares are not, and the New Shares will not be, listed on any stock exchanges.

– 11 –

LETTER FROM THE BOARD

Expected effective date of the Capital Reorganisation

Upon the conditions mentioned above being fulfilled, the Capital Reorganisation and the listing of the New Shares will become effective immediately after the registration of the court order and the minute referred to in condition (3) above.

Free exchange of certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may, on or after 18 October 2010 and until 4:30 p.m. on 18 November 2010 (both dates inclusive), submit their existing certificates for the Existing Shares in peach colour to the Registrar to exchange for certificates for the New Shares in beige colour at the expense of the Company. Thereafter, certificates for the Shares will be accepted for exchange only on payment of a fee of HK$2.5 (or such higher amount as may from time to time be allowed by the Stock Exchange) by the Shareholders for each certificate issued or cancelled, whichever is higher. Certificates for the Existing Shares will continue to be good evidence of legal title but will cease to be valid for dealings, trading and settlement purpose and may be exchanged for certificates for the New Shares at any time in accordance with the foregoing.

6. ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 20 to 24 of this circular.

A form of proxy for the AGM is enclosed with this circular. Whether or not you propose to attend the AGM, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof if you so wish.

7. LISTING RULES REQUIREMENT

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM in accordance with the Articles of Association. The results of the poll shall be deemed to be the resolution of the general meeting in which the poll was demanded or required and the poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and the Company (www.ilinkfin.net/siberian_mining) after the AGM.

– 12 –

LETTER FROM THE BOARD

8. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no facts the omission of which would make any statement herein misleading.

9. RECOMMENDATION

The Directors believe that the proposals mentioned above, including the proposals for (i) granting the Directors general mandates to issue new Shares; (ii) granting the Directors general mandates to repurchase Shares; (iii) extension of general mandate to issue Shares; (iv) re-election of Directors; (v) refreshment the Scheme Mandate Limit; (vi) the Capital Reduction; and (vii) the Sub-division of unissued Shares are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of all of these resolutions to be proposed at the AGM.

Yours faithfully, By Order of the Board of SIBERIAN MINING GROUP COMPANY LIMITED Lim Ho Sok Chairman

– 13 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as the explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders for their consideration as to whether to vote for or against the ordinary resolution to be proposed at the AGM for the granting of the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 10.06 of the Listing Rules which is set out as follows:—

SHARE CAPITAL

As at the Latest Practicable Date, the Company had in issue aggregate of 1,338,663,060 Shares whichare fully paid.

Subject to the passing of the Ordinary Resolution no. 5 as set out in the notice of the AGM and in accordance with the terms therein, the Company would be allowed under the Repurchase Mandate to repurchase fully paid up Shares up to the aggregate nominal amount of a maximum of 133,866,306 Shares on the basis that no further Shares will be issued or repurchased prior to the AGM.

REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any securities of the Company, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile. At any time in the future when securities trading at a discount to their underlying value, the ability of the Company to repurchase securities will be beneficial to those Shareholders who retain their investment in the Company since their interests in the assets of the Company would increase in proportion to the number of securities repurchased by the Company and thereby resulting in an increase in net asset value and/or earnings per share of the Company. Such repurchases will only be made when the Directors believe that the repurchases will benefit the Company and its Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws and regulations of the Cayman Islands. Securities may only be repurchased out of the profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of repurchase. The premium, if any, payable on repurchases must have been provided for out of the profits of the Company or out of the Company’s share premium account before or at the time the securities are repurchased. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

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EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest prices at which Shares have been traded during each of the twelve months preceding the Latest Practicable Date and up to the Latest Practicable Date were as follows:—

	Shares
	Highest	Lowest
	HK$	HK$
2009
July	1.820_(A)_	1.460_(A)_
August	1.660_(A)_	1.020_(A)_
September	1.260_(A)_	0.880_(A)_
October	1.040_(A)_	0.760_(A)_
November	1.120_(A)_	0.880_(A)_
December	1.040_(A)_	0.680_(A)_
2010
January	0.840_(A)_	0.660_(A)_
February	0.760_(A)_	0.440_(A)_
March	0.460_(A)_	0.280_(A)_
April	0.720_(A)_	0.340
May	0.360	0.180
June (up to and including the Latest Practicable Date)	0.245	0.170

(A): Prices are adjusted due to the Share Consolidation which has been effective from 4:30p.m. on 9 April 2010.

REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any Shares during the six months immediately preceding the Latest Practicable Date.

POSSIBLE MATERIAL ADVERSE IMPACT

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the year ended 31 March 2010) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the Company’s working capital requirements or the gearing levels. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and laws of the Cayman Islands and in accordance with the regulations set out in the Articles of Association.

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EXPLANATORY STATEMENT

APPENDIX I

EFFECT OF THE TAKEOVERS CODE

If as a result of share repurchase by the Company, a substantial shareholder’s proportionate interest in voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could, depending on the level of increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following persons were directly or indirectly had an interest in 5% or more of the nominal value of the Shares that carry a right to vote in all circumstances at general meetings of the Company:—

		Approximate
	Number of	percentage of
Name	issued shares held	shareholding
Cordia Global Limited_(Note a)_	373,320,000	27.89%
Co An	116,550,000	8.71%

In the event that the Directors exercised in full the power to repurchase shares of the Company in accordance with the terms of the Ordinary Resolution no. 5 to be proposed at the AGM, the aforesaid interests of Cordia Global Limited and Co An in the Shares as at the Latest Practicable Date would be proportionally increased to approximately 30.99% and 9.67% respectively. In view of this, it would be expected that Cordia Global Limited would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. However, the Directors have no present intention to exercise the Repurchase Mandate to such extent as would give rise to an obligation to make a mandatory offer under the Takeovers Code or if the repurchase would result in less than 25% of the issued share capital of the Company being held in public hands. Save as above, the Directors are not aware of any consequences which would arise under the Takeovers Code if the Repurchase Mandate is to be exercised in full.

Note a: Cordia Global Limited is wholly and beneficially owned by Mr. Choi Sungmin. By virtue of the SFO, Mr. Choi Sungmin and Ms. Jung Mi Na, being wife of Mr. Choi Sungmin are deemed to be interested in the 373,320,000 Shares which Cordia Global Limited has beneficial interests in.

DIRECTORS’ DEALINGS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intends to sell Shares to the Company under the Repurchase Mandate in the event that such mandate as proposed in the Ordinary Resolution no. 5 is approved by the Shareholders.

CONNECTED PERSONS

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that such mandate as proposed in the Ordinary Resolution no. 5 is approved by the Shareholders.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Details of the Directors proposed to be re-elected at the AGM are as follows:

Mr. Shin Min Chul (“Mr. Shin”)

Mr. Shin, aged 37, was appointed as an executive Director on 15 October 2009. Mr. Shin was also a director of a subsidiary of the Group. Mr. Shin started his career as a civil and environmental engineer since 1999. He worked for various companies in Korea and overseas, and co-founded an environmental engineering company. After pursuing his Master of Business Administration degree in 2005, he focused on private equity practice including major merger and acquisition projects in the Asia region and services for various global private equity funds. Mr. Shin holds a Bachelor of Science degree in urban engineering and a Master of Science degree in environmental engineering from Seoul National University, Korea. He also holds a Master of Business Administration degree from Kellogg School of Management, United States.

Mr. Shin has no interest in the Shares within the meaning of Part XV of the SFO. Save as Mr. Shin was a business acquaintance of Mr. Choi Sung Min, a substantial shareholder of the Company, and they were colleagues in a company based in Korea, Mr. Shin does not have any relationships with any directors, senior management, substantial or controlling shareholders of the Company and their respective associates within the meaning of the Listing Rules.

Prior to joining the Company, Mr. Shin was a consultant of the Group’s mining business. Pursuant to a letter of appointment dated 15 October 2009, Mr. Shin is appointed for a term of one year commencing from 15 October 2009 and thereafter may be extended for such period as the Company and Mr. Shin may agree in writing. The appointment may be terminated by either party by giving not less than one month’s prior notice in writing to the other party. Mr. Shin is also subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Shin is entitled to an receive a director fee of HK$240,000 per annum. On 15 October 2009, Mr. Shin has also entered into a new service agreement with the Group and acting as a consultant for the Group’s mining business. The new service agreement commenced from 15 October 2009 for a term of one year and shall be renewed automatically for successive terms of one year thereafter until terminated by either party giving to the other at least one month’s notice in writing. Under the said service agreement, Mr. Shin is entitled to an annual remuneration of HK$600,000. The remuneration package of Mr. Shin is determined with reference to his qualification, duties, responsibilities and the prevailing market conditions.

Save as disclosed herein, Mr. Shin does not hold any other position with the Company nor any of its subsidiaries nor did he hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor any other major appointments. There is no other matters that need to be brought to the attention of the Shareholders nor information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Liew Swee Yean (“Mr. Liew”)

Mr. Liew, aged 46, was appointed as an independent non-executive Director on 3 December 2008. Mr. Liew is currently a member of the audit committee and remuneration committee of the Company. Mr. Liew has over 20 years of experience in finance and general management. Mr. Liew holds a Master of Business Administration (Executive) Degree from City University of Hong Kong. Mr. Liew is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Liew is currently an independent non-executive director of Kaisun Energy Group Limited, a company listed on the Growth Enterprise Market of the Stock Exchange.

Mr. Liew has neither interest in the Shares within the meaning of Part XV of the SFO nor any relationship with any directors, senior management, substantial nor controlling shareholders of the Company and their respective associates within the meaning of the Listing Rules.

Pursuant to a letter of appointment dated 3 December 2008, Mr. Liew is appointed for a term of two years commencing from 3 December 2008 and thereafter may be extended for such period as the Company and Mr. Liew may agree in writing. The service may be terminated by either party by giving not less than one month’s prior notice in writing to the other party. Mr. Liew is also subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Liew is entitled to an annual director’s fee of HK$120,000 which is determined with reference to his duties, responsibilities and the prevailing market conditions.

Save as disclosed herein, Mr. Liew does not hold any other position with the Company nor any of its subsidiaries nor did he hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor any other major appointments. There is no other matters that need to be brought to the attention of the Shareholders nor information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Tam Tak Wah (“Mr. Tam”)

Mr. Tam, aged 44, was appointed as an independent non-executive Director on 11 June 2007. Mr. Tam is currently a member of the audit committee and remuneration committee of the Company. Mr. Tam is a fellow member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants of the United Kingdom. He has over 20 years of experience in accounting, corporate finance and corporate development. Mr. Tam is currently an executive director of New Smart Energy Group Limited, a company listed on the Main Board of the Stock Exchange and was an independent non-executive director of National Arts Holdings Limited, a company listed on the Growth Enterprise Market of the Stock Exchange during the period from 8 November 2004 to 23 June 2009.

Mr. Tam has neither interest in the Shares within the meaning of Part XV of the SFO nor any relationship with any directors, senior management, substantial nor controlling shareholders of the Company and their respective associates within the meaning of the Listing Rules.

– 18 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

There is no service contract between Mr. Tam and the Company. Mr. Tam is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Tam is entitled to an annual director’s fee of HK$180,000 which is determined with reference to his duties, responsibilities and the prevailing market conditions.

Save as disclosed herein, Mr. Tam does not hold any other position with the Company nor any of its subsidiaries nor did he hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor any other major appointments. There is no other matters that need to be brought to the attention of the Shareholders nor information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [98 x 35] intentionally omitted <==

SIBERIAN MINING GROUP COMPANY LIMITED 西伯利亞礦業集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the shareholders of Siberian Mining Group Company Limited (the “ Company ’’) will be held at Meeting Room 4, 7/F, Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on 5 August 2010 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and of the auditor for the year ended 31 March 2010;

2. To re-elect directors and to authorise the board of directors to fix their remuneration;

3. To re-appoint BDO Limited as the auditor of the Company and to authorize the board of directors to fix their remuneration;

4. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares (“ Shares ”) in the capital of the Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers after the end of the Relevant Period;

* For identification purpose only

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in this resolution, otherwise than pursuant to:

• (i) a rights issue (as defined below); or

• (ii) the exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares; or

• (iii) the exercise of any option under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares of the Company; or

• (iv) scrip dividends or under similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; and

• (v) a specific authority granted by the shareholders of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• i. the conclusion of the next annual general meeting of the Company;

• ii. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

• iii. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and “rights issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraphs (b) and (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase Shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or on any other exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (“ Recognised Stock Exchange ”), subject to and in accordance with the applicable laws of the Cayman Islands and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or the rules of any other Recognised Stock Exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution be limited accordingly;

• (c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earlier of:

  • i. the conclusion of the next annual general meeting of the Company;

  • ii. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; or

  • iii. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to the passing of the resolutions numbered 4 and 5 as set out in the notice (the “ Notice ”) convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares in the capital of the Company pursuant to the resolution numbered 4 as set out in the Notice be and the same is hereby extended by the addition to the aggregate nominal amount of share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of

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NOTICE OF ANNUAL GENERAL MEETING

the share capital of the Company purchased by the Company under the authority granted pursuant to the resolution numbered 5 as set out in the Notice provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.”

1. To consider as special business and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT subject to and conditional upon the granting by the Listing Committee of the Stock Exchange, the listing of and permission to deal in, the Shares to be issued pursuant to the exercise of options granted under the refreshed scheme mandate limit (the “ Scheme Mandate Limit ”) under the share option scheme adopted by resolution of the Company on 19 October 2002 in the manner as set out in paragraph (a) of this resolution below,

• (a) the refreshment of the Scheme Mandate Limit of up to 10% of the Shares of the Company in issue as at the date of passing of this resolution be and is hereby approved; and

• (b) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

• To consider and, if thought fit, pass the following resolution as special resolution:

“ THAT :

subject to and conditional upon (i) an order being made by the Grand Court (the “ Court ”) of the Cayman Islands confirming the Capital Reduction (as defined below); (ii) the registration by the Registrar of Companies in the Cayman Islands of a copy of the Court order and the minute approved by the Court confirming the particulars required under the Cayman Islands Companies Law (2009 Revision) in respect of the Capital Reduction; (iii) compliance with any conditions which the Court may impose; and (iv) the Listing Committee of The Stock Exchange of Hong Kong Limited granting listing of, and permission to deal in, the New Shares (as defined below), upon the date (the “ Effective Date ”) on which the Capital Reduction becomes effective:

• (a) the issued share capital of the Company be reduced (“ Capital Reduction ”) by canceling the paid-up capital of the Company to the extent of HK$0.19 on each of the existing share of the Company of HK$0.20 so that following such reduction (i) each issued share of the Company shall become one fully paid up issued share of par value HK$0.01 (“ New Share ”) in the capital of the Company and (ii) that the relevant amount of issued capital hereby cancelled by made available for issued of New Shares so that the authorised share capital of the Company of HK$1,000,000,000 remains unchanged of the Effective Date;

• (b) the credit arising from the Capital Reduction be applied to write off the accumulated losses of the Company or for such purposes as permitted by the articles of association of the Company and the laws of the Cayman Islands (“ Application of Credit ”);

– 23 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) conditional on the Capital Reduction taking effect, each of the unissued shares of the Company of par value HK$0.20 in the existing authorised but unissued share capital of the Company be sub-divided into 20 unissued New Shares of the Company of a par value HK$0.01 each (“ Share Sub-division ”),

and that the directors of the Company be and are hereby authorised to sign, take any and all steps, and to do and/or procure to be done any and all such acts and things, and to approve, sign and execute any such documents and deeds which in their opinion may be necessary, desirable or expedient, to implement and carry into effect, the Capital Reduction and the Application of Credit and the Share Sub-division.”

By Order of the Board of SIBERIAN MINING GROUP COMPANY LIMITED Lim Ho Sok Chairman

Hong Kong, 7 July 2010

Notes:

• (1) A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (2) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrars of the Company, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting.

• (4) An explanatory statement containing further details regarding ordinary resolution no. 5 as required by the Rules Governing the Listing of Securities on the Stock Exchange and the biographical details and other information of the retiring directors who, being eligible offer themselves for re-election at the meeting will be dispatched to the members of the Company together with the 2010 annual report.

– 24 –